Exhibit 10.1


 


 


 


Memorandum of Understanding


 





This Memorandum of Understanding (“MOU”) is entered
into on December 14, 2015 by and between MagneGas Corporation ("MNGA") of Tarpon Springs, Florida and Masada Waste Management
of Sierra Leone (“MASADA”) sometimes referred to herein as the (“Parties”).







 


Recitals


 


Whereas, MNGA is a Publicly Traded corporation organized and
existing under the law of the state of Delaware with its principle place of business in the state of Florida;


Whereas, MASADA is a Company existing under the laws of Sierra
Leone;


Whereas, MNGA is engaged in the business of generating gaseous
fuel from liquid waste with its patented Plasma Arc Flow technology;


Whereas, MNGA and MASADA are interested in entering into a collaborative
relationship to provide Sierra Leone with a lower cost, green liquid waste management system;


Whereas, both parties agree to the following:


 


		1.	Scope



		a.	MASADA will be appointed as the exclusive distributor for MNGA fuel for the country of Sierra Leone under certain performance
conditions outlined below;



		b.	The collaboration between the two parties will have two phases:



		i.	Phase 1: MASADA will import MagneGas fuel from Florida
to Sierra Leone to establish the market and support public funding initiatives;



		ii.	Phase 2: MASADA will import a MagneGas gasification system
to produce MagneGas locally in Sierra Leone for metal cutting.



		2.	Phase 1



		a.	MASADA will import MagneGas fuel from Florida to Sierra Leone at a mutually agreed upon pricing structure.



		b.	MASADA will appoint local distribution partners to seed the market with MagneGas, fuel both for metal cutting and cooking.



		c.	MASADA will purchase the cylinders in full.



		d.	MASADA agrees to not alter the cylinders, valves or regulators in any way and to not fill the cylinders with any other gases
or liquids. MASADA understands that either of these actions could be extremely dangerous and therefore will hold MNGA harmless
from the outcome of any such actions;



		e.	MASADA will be appointed as the exclusive MNGA distributor for Sierra Leone at the signature of this MOU. The term of this
exclusive right will be 6 months, after which time it will expire automatically without recourse to either party, unless a MNGA
system has been imported or the term has been extended by mutual agreement.



 


 





150
Rainville Rd, Tarpon Springs, FL 34689 www.MagneGas.com


PH 727-934-3448
Fax 727-934-6260







 






     


     


    

 


 


 


		3.	Phase 2



		a.	MASADA and MNGA will form a Joint Venture (“NewCo”) for the purposes of using the MNGA system to process liquid
waste and great MagneGas in Sierra Leone.



		b.	MNGA as part of its capital contribution will license the technology to NewCo for use in Sierra Leone and will reduce the price
of the gasification system. MASADA as part of its capital contribution, will pay a $550,000 fee to MNGA for their portion of the
cost of the gasification system.



		c.	MASADA will obtain extended exclusive distribution rights for MNGA products upon the import of a gasification system. Said
rights will be outlined in the import agreements and will contain mutually agreed upon performance requirements, including minimum
sales requirements and subsequent gasification system imports.



		d.	In addition to the revenue or grant funds received by MNGA at the import of the equipment, MNGA will receive 5% royalty on
all gross revenue received from the collaboration.



 


		4.	Website Links and Image Authorization 



 





MNGA and MASADA authorize each other to be named as a “Strategic
Partner” on each other’s website and inclusive in mutual Press Releases with a corporate logo linking to its website.
MNGA and MASADA mutually agree to provide the other party an advance copy and obtain counter party approval of all documents, videos
and other media prior to dissemination to the public.







 


		5.	Expenses



 





Each Party will bear its own expenses and costs of the transactions
contemplated hereby, including, but not limited to, the fees of attorneys and other advisors.







 


		6.	Governing Law



 


This MOU shall be governed by Florida law, without reference
to the Florida rules on conflict of laws.


 


		7.	Counterparts



 


For the convenience of the Parties hereto, this MOU may be executed
in multiple counterparts, each of which will be deemed an original, and all counterparts hereof so executed by the Parties hereto,
whether or not such counterpart will bear the execution of each of the Parties hereto, will be deemed to be, and will be construed
as, one and the same.


 


 


150
Rainville Rd, Tarpon Springs, FL 34689 www.MagneGas.com


PH 727-934-3448
Fax 727-934-6260



 






     


     


    

 





 


		8.	Term 



 


The term of this MOU is 1 year from the date of signature.


 


		9.	Entire Agreement



 


This MOU constitutes the entire agreement
between the Parties pertaining to the subject matter hereof, and supersedes all negotiations, preliminary agreements, and all prior
and contemporaneous discussions and understandings of the Parties in connection herewith. No change, modification or termination
of any of the terms, provisions, or conditions of this MOU shall be effective unless made in writing and signed all Parties hereto.


 


		10.	Trading of Stock



 


The parties acknowledge that MNGA is a
public company. If any material, non-public information is disclosed, Recipient agrees that it will comply with United States Securities
and Exchange Commission Regulation FD (Fair Disclosure), and refrain from trading in MNGA stock until that material non-public
information is publicly disseminated.


 


		11.	Confidentiality 



 


Nothing in this agreement constitutes a
transfer of ownership of intellectual property between the parties including, without limitation, patents, copyrights, and/or registered
trademarks. The Parties will protect the copyrights of materials used in connection with preparation for any Projects. The Parties
agree to keep the confidentiality of any proprietary information of a Party disclosed to any of the other Parties hereunder or
in connection with any Project, and to use such information solely for the purposes of carrying out their respective commitments
hereunder. Any definitive agreement between the Parties and others with respect to the any Project will contain customary confidentiality
provisions to protect each Party’s proprietary information, as well as provisions relative to the disclosure of other material
information in compliance with the requirements of the U.S. Securities and Exchange Commission as such apply to MagneGas.


 


Each Party’s signature below will confirm that the foregoing
is acceptable to them. This Memorandum of Understanding contains the complete understanding of the parties with respect to the
contemplated terms of the arrangement. The definitive documents evidencing the agreements between the Parties are subject to negotiation.


 





	/s/ Gibril Wilson



	 	 
	Agreed and accepted

Gibril Wilson, Chief Executive OfficerMasada Waste Management Company 




	 	
        Agreed to and accepted

        Luisa Ingargiola, CFO MagneGas Corp



 


 


150
Rainville Rd, Tarpon Springs, FL 34689 www.MagneGas.com


PH 727-934-3448
Fax 727-934-6260